DEF 14A of Kopin Corp
Filed Apr 26, 2024 · FY20230001140361-24-022524
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our By-laws provide that the Board shall consist of not less than three nor more than 13 directors. At the Meeting, proxies cannot be voted for a greater number of individuals than the six nominees named in this Proxy Statement. Unless authority is withheld, it is the intention of the persons voting under the enclosed proxy to vote such proxy in favor of the election of each of the nominees to serve as director until the 2025 Annual Meeting of Stockholders and until their respective successors are elected and qualified. If any nominee is unavailable or unwilling to serve, such votes will be cast by the proxies either for a substitute nominee selected by the proxies or to fix the number of directors at a lesser number. Our Board currently has no reason to expect that any of the nominees will be unavailable or unwilling to serve. Each of the nominees has consented to being named in this proxy statement and to serve if elected.
Background of Nominees for Director and Certain Officers
Background of Nominees for Director and Certain Officers Nominees Scott L. Anchin, Director. Mr. Anchin has been a director since 2019. Mr. Anchin is the Chief Financial Officer of Ignite Fitness Holdings Group, a private equity backed company that owns gym franchises across North America. From October 2018 through May 2022, Mr. Anchin was the managing member of Meadow Hill Place, LLC, an advisory firm providing interim management services to growth stage companies. Previously, Mr. Anchin served as a Managing Director with Opportune LLP, where he provided restructuring advisory services to companies and stakeholders. From 2009 to February 2016, Mr. Anchin was employed by Alvarez & Marsal North America, LLC, a global professional services firm specializing in turnaround and interim management and performance improvement. He is a non-practicing Certified Public Accountant in the State of New York and holds a B.S. in Accounting from the Wharton School of Business at the University of Pennsylvania and an M.B.A. with a concentration in Management from Columbia Business School. Mr. Anchin’s accounting, management and restructuring experience and background, and his expertise in advising companies and stakeholders in difficult circumstances qualify him to serve on our Board. During the past five years, Mr. Anchin has not served on the board of directors of any other public companies or registered management investment companies other than Genasys Inc. (Nasdaq: GNSS) and Applied DNA Sciences Inc. (Nasdaq: APDN) Jill J. Avery, Director. Dr. Avery has served as one of our directors since 2021. Dr. Avery holds a Doctorate in Business Administration (marketing) from Harvard Business School, a MBA (marketing and finance) from the Wharton School, and a BA (English) from the University of Pennsylvania. Dr. Avery is a Senior Lecturer of Business Administration and C. Roland Christensen Distinguished Management Educator in the marketing unit at Harvard Business School, a position she has held since 2013. She is an authority on brand management, customer relationship management (CRM), and digital marketing. Prior to her academic career, she worked in consumer packaged goods brand management, managing brands for The Gillette Company, Braun Inc., Samuel Adams, and AT&T, and spent time on the agency side of the business, as an account executive managing consumer promotions for Pepsi, General Foods, Bristol-Myers, and Citibank. She is Lead Director of the Board at Amica Mutual Insurance Company, President Emerita of the Board of Trustees at the Museum of Fine Arts, Boston, and a Trustee of the Boston Ballet. During the past five years, Dr. Avery has not served on the board of directors of any other public companies or registered management investment companies. Chi Chia Hsieh, Director. Dr. Hsieh has served as one of our directors since December 1995. Dr. Hsieh is currently the Chairman of Microelectronics Technology Inc., a Taiwan corporation publicly traded on the Taiwan Stock Exchange. Dr. Hsieh is also Chairman of the board of directors of IQE Taiwan, a Taiwan private corporation. Dr. Hsieh is currently a member of the board of directors of Microelectronics Technology Inc., Taiwan Cement Corporation and Brite Led Electronics Corp., all public companies in Taiwan. Dr. Hsieh is also the Independent Director of Innolux Corporation, a public company in Taiwan. During the past five years, Dr. Hsieh has not served on the board of directors of any other public companies or registered management investment companies. Michael Murray President, Chief Executive Officer, Director. Mr. Murray has served as one of our directors since 2022. Mr. Murray joined Kopin in September 2022 from Ultra Electronics Group, a British Defense and Security company, where he served as President of the Cyber business, working with defense ministries and governments. An engineer by training, Mr. Murray has always been associated with technology-focused companies. Prior to Ultra Electronics, he worked at Aceinna Inc. as Executive Vice President and Analog Devices, where he led the Industrial Sensing business unit. At these companies Mr. Murray was involved in overall strategy of the business, product development, manufacturing, sales and marketing and acquisitions. During the past five years, Mr. Murray has not served on the board of directors of any public companies or registered management investment companies. David Nieuwsma, Director. Mr. Nieuwsma has served as one of our directors since November of 2023. A former US Air Force officer, he was employed with Collins Aerospace from 1991 to 2022. Mr. Nieuwsma led numerous lines of business at Collins Aerospace including roles as Executive Vice President, Information Management Solutions, President, Interior Solutions and President, Avionics Solutions. Mr. Nieuwsma holds a Bachelor of Science, Management from the US Air Force Academy in Colorado Springs, Colorado, a Bachelor of Science, Computer Science, from Chapman College, Orange, California, and a Master of Business Administration from the University of Iowa. He spent five years in the US Air Force, completing his military career attaining the rank of Captain, as an Acquisition Project Officer, Ballistic Systems Division, Norton AFB, California. During the past five years, Mr. Nieuwsma has not served on the board of directors of any public companies or registered management investment companies. Margaret Seif, Director Nominee. From 2014 to 2022 Ms. Seif held various positions including Chief People Officer and Chief Legal Officer at Analog Devices, Inc. (ADI) a global leader in the design and manufacturing of analog, mixed signal, and DSP integrated circuits. In her roles at ADI Ms. Seif’s responsibilities included corporate governance and liaison to the Board of Directors for shareholder matters, had a lead role in multiple mergers and acquisitions, teamed with CIO and Engineering leaders to develop cyber risk mitigation strategies, and developed policies and procedures to protect ADI’s portfolio of intellectual property assets. From 1998 to 2005 Ms. Seif was Senior Vice President, Corporate Development and General Counsel & Secretary at RSA Security Inc. Ms. Seif serves on the Board of Advisors for Community Servings Inc., and the New England Regional Council of the Smithsonian Institution. Ms. Seif has a Bachelor of Arts from Brown University and a Doctor of Jurisprudence from the University of Michigan Law School. During the past five years, Ms. Seif served as Corporate Secretary of ADI. Officers Michael Murray President, Chief Executive Officer, Director. Mr. Murray, age 50, has served as our President and Chief Executive Officer since September 6, 2022. Mr. Murray served as President of the Cyber business of Ultra Electronics Group, a British Defense and Security company. Prior to Ultra Electronics, he worked at Aceinna as Executive Vice President and Analog Devices, where he led the Industrial Sensing business unit. Richard A. Sneider, Treasurer and Chief Financial Officer. Mr. Sneider, age 64, has served as our Treasurer and Chief Financial Officer since September 1998. Mr. Sneider is a former Certified Public Accountant and was formerly a partner of the international public accounting firm, Deloitte & Touche LLP, where he worked for 16 years.
Background of Nominees for Director and Certain Officers
Paul Baker, Chief Operating Officer for Kopin Government and Industrial and Strategic Business Officer. Mr. Baker, age 61, previously served as the Company’s Strategic Business Officer from February 2019 to January 2020, Senior Vice President, Business Development from January 2017 to January 2019, and as Vice President, Business Development between March 2014 and December 2016. From 2007 to 2014, Mr. Baker served as Executive Vice President, Business Development & Sales at ZINK Imaging Co., a private company headquartered in Billerica, Massachusetts that invented ZINK Zero Ink® Technology. Mr. Baker holds a B.A. in economics from Colby College and a M.B.A. from Boston University. The following individuals were officers of the Company in 2022 and 2023 but resigned from the Company in 2023: Hong Choi, Chief Technology Officer and Vice President. Dr. Choi, age 72, joined us as Chief Technology Officer in July 2000 and resigned from the Company in March 2023. Previously, Dr. Choi served as Senior Staff Member at MIT Lincoln Laboratory, where he worked for 17 years. Dr. Choi received a Ph.D. in Electrical Engineering from the University of California, Berkeley. Boryeu Tsaur, Executive Vice President—Display Operations. Dr. Tsaur, age 68, joined us as Executive Vice President—Display Operations in July 1997 and resigned from the Company in January 2023. From 1993 to 1997, Dr. Tsaur served as Group Leader, Electronic Material Group, at MIT Lincoln Laboratory. Dr. Tsaur received a Ph.D. in Electrical Engineering from the California Institute of Technology. John C.C. Fan, President and Chief Executive Officer. Dr. Fan is the Founder of Kopin Corporation and served as our Chairman of the Board since our organization in April 1984 through May 2023. Dr. Fan was our Chief Executive Officer from 1984 through September 2022. Dr. Fan received a Ph.D. in Applied Physics from Harvard University. Board Structure and Risk Our Board leadership structure is commonly utilized by other public companies in the United States, and we believe that it is effective for us. We believe this leadership structure is appropriate for us given the size and scope of our business, the experience and active involvement of our independent directors, and our corporate governance practices, which include regular communication with and interaction between and among the Chief Executive Officer and the Chief Financial Officer and the independent directors. Pursuant to our By-laws, our Board selects the Chairman and the Chief Executive Officer that it determines to be in the best interest of our stockholders. Our Board has determined that each of Scott L. Anchin, Jill J. Avery, Chi-Chia Hsieh, David Nieuwsma and Marnie Seif are independent as that term is defined under the applicable independence listing standards of Nasdaq Rules and the applicable SEC rules and regulations. We believe that our directors provide effective oversight of risk management functions. Annually, we perform a risk review where the management team evaluates the risks facing us in the upcoming year and over a longer-term horizon, typically three years. From this risk assessment, we develop plans to deal with the risks identified. This risk assessment is provided to the Board and their input is reflected in the annual risk assessment. In addition, members of our management periodically present to the Board the strategies, issues and plans for the product lines they manage. The Compensation Committee also reviews our incentive plans to determine whether they result in management behavior that may result in additional risk beyond the plans’ intended purpose. While the Board oversees our risk management, our management is responsible for day-to-day risk management processes. Additionally, the Board requires that management raise exceptional issues to the Board. We believe this division of responsibilities is the most effective approach for addressing the risks facing us and that the Board leadership structure supports this approach. Board and Committee Meetings During fiscal year 2023, our Board held four meetings. For each director, overall attendance at Board meetings and relevant committee meetings, either in person or by conference call, was greater than 75% during the period they were on the committee. All directors attended the Company’s 2023 annual stockholder meeting except for Dr. Hsieh and Mr. Nieuwsma. Mr. Nieuwsma joined the Board of Directors after the annual meeting. Although we currently do not require our directors to attend annual stockholder meetings, we do encourage directors to do so and welcome their attendance. Audit Committee: We have established a separately designated Audit Committee as defined by Section 3(a)(58)(A) of the Exchange Act. Our Audit Committee was composed of three directors: Scott L. Anchin, Jill J. Avery, and James K. Brewington, each of whom the Board has determined is independent under the Nasdaq Rules and the applicable SEC rules and regulations. The Board has determined that Mr. Anchin is an “audit committee financial expert” as defined by Item 407(d)(5)(ii) of Regulation S-K of the Exchange Act. Our Board adopted an Audit Committee Charter, which is available on our website at www.kopin.com under the heading “Investor Relations: Governance Documents.” Our Audit Committee Charter delegates to the Audit Committee the responsibility, among other things, to engage our independent auditors, review the audit fees, supervise matters relating to audit functions, review and set internal policies and procedure regarding audits, accounting and other financial controls and review related party transactions. The Audit Committee pre-approved all audit and non-audit services provided by RSM US LLP for fiscal year 2023. During the 2023 fiscal year, our Audit Committee met in person or through a conference call five times. All members participated in all five meetings. Nominating and Corporate Governance Committee: Our Nominating and Corporate Governance Committee presently is composed of three directors: Dr. Jill Avery, Mr. Brewington and Dr. Hsieh, each of whom the Board has determined is independent under applicable SEC and Nasdaq Rules. The Nominating and Corporate Governance Committee is responsible for, among other things, considering potential Board members, making recommendations to the full Board as to nominees for election to the Board, assessing the effectiveness of the Board and implementing our corporate governance guidelines. The charter of the Nominating and Corporate Governance Committee is available on the Company’s website at www.kopin.com under the heading “Investor Relations: Governance Documents.” During the 2023 fiscal year, our Nominating and Corporate Governance Committee met in person or through a conference call once and all members participated in the meetings. In addition, the Nominating and Corporate Governance Committee engaged and paid a fee to a consultant, Egon Zehnder, to identify possible Board of Director candidates, The Nominating and Corporate Governance Committee members periodically met with Egon Zehnder for status updates and to review candidates.
Background of Nominees for Director and Certain Officers
Compensation Committee: Our Compensation Committee presently is composed of three directors: Mr. Anchin, Mr. Brewington and Dr. Hsieh, each of whom the board has determined is independent under applicable SEC and Nasdaq Rules. The charter of the Compensation Committee is available on our website at www.kopin.com under the heading “Investor Relations: Governance Documents.” During the 2023 fiscal year, our Compensation Committee met in person or through a conference call four times. Mr. Brewington and Dr. Hsieh participated in each meeting. Mr. Anchin was added to the Compensation Committee in December of 2023 which was subsequent to the four meetings. The Compensation Committee is responsible for the approval of remuneration arrangements for our executive officers, review and approval of compensation plans relating to executive officers and directors, including grants of stock options, restricted stock and stock grants under our 2020 Equity Incentive Plan and other benefits and general review of our employee compensation policies. Compensation Committee Interlocks and Insider Participation None of our executive officers serves as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any other entity that has one or more of its executive officers serving as a member of our Board or Compensation Committee. None of the current members of our Compensation Committee has ever been an employee of Kopin or any subsidiary of Kopin.
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Named Executive Officers Our NEOs for fiscal 2023 were:
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS
| • | Michael Murray, President and Chief Executive Officer (CEO) |
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS
| • | Richard A. Sneider, Treasurer and Chief Financial Officer (CFO) |
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS
| • | Paul Baker, Chief Operating Officer (COO) |
Compensation Philosophy
In addition, we periodically use benchmarks and peer group comparisons to assist us in determining whether our executive compensation is appropriate in light of our compensation objectives and philosophy.
Role of the Compensation Committee
| • | the Compensation Committee members’ personal experience and trends identified in the peer group benchmarking analysis. |
Role of the Compensation Consultant
Role of the Compensation Consultant In making its determinations with respect to executive compensation, the Compensation Committee has periodically engaged the services of a compensation consultant to provide input on trends in executive compensation and to obtain an outside perspective on our executive compensation practices and assist with our peer group benchmarking analysis. The Compensation Committee does not believe a formal annual peer group assessment by an independent third party is necessary unless either internal factors, such as employee turn-over, or external factors, such as published reports in industry periodicals, indicate significant changes in executive compensation have taken place. In 2017, the Company engaged Radford, an Aon company (“Radford”), as the compensation consultant to provide the following services:
Role of the Compensation Consultant
| • | Recommend changes to the peer group of comparable companies; |
Role of the Compensation Consultant
| • | Complete a competitive analysis of compensation for each executive utilizing comparable peer company compensation data; |
Role of the Compensation Consultant
| • | Provide assistance with our long-term incentive strategy; and |
Role of the Compensation Consultant
| • | Provide general executive compensation advice. |
Role of the Compensation Consultant
In addition, the Company periodically asks Radford for assistance in benchmarking the compensation and long-term incentives of the CEO and other NEOs. In 2023 Radford was engaged to review the Company’s Board of Director compensation. The compensation consultant reports directly to the Compensation Committee and carries out responsibilities as assigned by the Compensation Committee. The Compensation Committee has the sole authority to retain and terminate the compensation consultant and to approve the compensation consultant’s fees and all other terms of the engagement. The Committee exercised this authority to engage Radford as its independent compensation consultant and has direct access to the compensation consultant throughout the year. Radford serves as an advisor to the Compensation Committee on topics primarily related to Board and executive compensation. Radford does not provide us with any services other than the services provided at the request of the Compensation Committee. The Compensation Committee periodically reviews the services provided by its outside consultants and believes that Radford is independent in providing executive compensation consulting services. The Compensation Committee conducted a specific review of its relationship with Radford in preparation of the 2024 proxy statement and determined that Radford’s work for the Compensation Committee did not raise any conflicts of interest, consistent with the guidance provided under the Dodd-Frank Wall Street Reform and Consumer Protection Act, and by the SEC and the Nasdaq Capital Market (“Nasdaq”).
Compensation Determinations
Compensation Determinations In making determinations with respect to amounts and elements of executive compensation, the Compensation Committee evaluates our overall performance during the fiscal year against development plans and annual budgets; evaluates the Chief Executive Officer’s achievements against the Board’s expectations; obtains input from the Chief Executive Officer on the performance reviews of the other executive officers; evaluates the potential for future contributions by each executive to our long-term success; and periodically compares our executive compensation against a benchmarking analysis of a group of peer companies. In 2017, we did a formal benchmarking analysis of our CEO, EVP of Display Operations, CFO and CTO compensation.
Peer Group – NEO Compensation
Peer Group – NEO Compensation In 2017, the Compensation Committee engaged Radford to assist in selecting a new peer group with a median revenue and market capitalization size that approximated ours. Based on Radford’s structured peer group review process and recommendations:
Peer Group – NEO Compensation
| • | Six companies—Clearfield Inc., CVD Equipment Corp, GSI Technology Inc., Innovative Solutions & Support Inc., QuickLogic Corp. and Rubicon Technology, Inc.—were removed from the peer group due to acquisition or because their revenues and market capitalization were materially different than ours. |
Peer Group – NEO Compensation
| • | Three companies of generally similar size were added: Digimarc, DSP Group and Maxwell Technologies. |
Peer Group – NEO Compensation
The final 2017 peer group consisted of 13 companies with a median revenue and market capitalization size that approximated ours and included the following companies:
Peer Group – NEO Compensation
| • | CEVA Inc. | • | Maxwell Technologies | | • | Digimarc. | • | Mesa Laboratories Inc. | | • | DSP Group | • | Microvision Inc. | | • | eMagin Corp. | • | NVE Corp. | | • | ID Systems Inc. | • | PDF Solutions Inc. | | • | Immersion Corp. | • | Pixelworks, Inc. | | • | Intevac Inc. | | |
Peer Group – Board of Director Compensation
Peer Group – Board of Director Compensation In 2023, the Compensation Committee engaged Radford to assist in selecting a new peer group with a median revenue and market capitalization size that approximated ours for the purposes of benchmarking our Board of Director compensation. Based on Radford’s structured peer group review process and recommendations:
Peer Group – Board of Director Compensation
| • | Five companies—DSP Group., ID Systems Inc., Maxwell Technologies, Microvision Inc, and PDF Solutions Inc.—were removed from the peer group due to acquisition or because their revenues and market capitalization were materially different than ours. |
Peer Group – Board of Director Compensation
| • | Twelve companies of generally similar size were added: 908 Devices, Amtech Systems, Aware, Coda Octopus Group, Emcore, Everspin Technologies, GSI Technology, InTEST, Ouster, PowerFleet, Quicklogic and Vuzix |
Elements of Compensation
| • | Annual incentive (cash or restricted stock); |
Elements of Compensation
| • | Long-term incentives; and |
Elements of Compensation
| • | Employment and change-in-control agreements for the Chief Executive Officer. |
Compensation Element Detail
| Officer | Salary(1) | Bonus | Restricted Stock Awards | | Michael Murray | 48.4% | 15.8% | 35.8% |
Compensation Element Detail
| Officer | Salary(1) | Bonus | Restricted Stock Awards | | Richard Sneider | 78.7% | — | 21.3% | | Paul Baker | 77.7% | — | 22.3% |
Salary
Salary We believe that establishing an appropriate level of annual base salary for our executives is an important element in retaining and motivating our executive officers. In determining base salaries for our executive officers, the Compensation Committee considers the responsibilities of each position, cost of living adjustments and the skills and experience required for each job. The Compensation Committee’s determinations are influenced heavily by the evaluations and performance reviews for each executive officer by our Chief Executive Officer, as discussed above. In addition, the Compensation Committee reviews the peer group benchmarking analysis, if performed, and finally, reviews total compensation for reasonableness prior to making any final determinations. The following table summarizes the base salaries for 2023:
Annual Bonus and Incentives
Annual Bonus and Incentives For fiscal year 2023, we believed that a restricted stock grant that could be earned by achieving certain financial metrics would provide greater incentive than a cash bonus and align our management with shareholders’ interests. We believe that there are larger companies that have wider-range and more complicated reward programs that, due to our size and development stage, we cannot afford to offer. We believe our executive officers are drawn in part to a smaller company such as ours for the potential wealth that can be created by growing our company. This potential wealth is more likely created through our equity-based incentive compensation plan. We therefore use annual incentive awards to provide some element of a more immediate reward to motivate our executives. For fiscal year 2023 the Compensation Committee awarded Mr. Murray a $150,000 bonus. For fiscal year 2023 no cash bonus was awarded by the Compensation Committee to the other NEOs. For fiscal 2023 Messrs. Murray, Sneider and Baker received 107,500, 83,000, and 74,800 shares of restricted stock, respectively, which could have been earned if certain fiscal year 2023 revenue, cash flow targets and individual goals were met. The revenue and cash flow goals had a minimum base amount, a targets amount and a maximum upper goal amount. If the minimum base amount was achieved approximately 30% of the shares could be earned, if the target amount was achieved approximately 75% of the shares could be earned and if the maximum upper goals was achieved all of the shares could be earned. If the base amount was not achieved, then no restricted stock was earned. Messrs. Murray, Sneider and Baker earned 102,345, 79,020 and 71,213, respectively, of the shares granted which represents achieving approximately 95% of the goals.
Long-Term Incentives
Long-Term Incentives We believe that including an equity-based incentive component of compensation is a critical tool for motivating our executives and certain employees. We believe that granting equity awards to our executives aligns executive compensation with long-term stockholder value. By awarding executive officers with equity awards that vest over time, we believe that our executive officers will have a continuing stake in our long-term success and these awards serve as an important retention program. We weighted our total executive compensation towards restricted stock awards that either vest upon the achievement of certain milestones or vest over time. While our management can improve our financial performance through the sales of our current products, cost reduction efforts, process improvements and other short-term advancements, we believe that our executive officers’ focus on long-term achievements, particularly increasing our product and patent portfolios, will create the greatest stockholder value. We believe that by granting our executives meaningful levels of equity awards that vest both in the short- and long-term we will achieve the proper balance between incentivizing them to focus on the current fiscal year’s results and longer- term strategies of the Company. In determining the size of each equity award granted to our executive officers, the Compensation Committee considers:
Long-Term Incentives
| • | the amount previously awarded on an annual basis to the executive, |
Long-Term Incentives
| • | recommendations from the compensation consultant, |
Long-Term Incentives
| • | the total value of unvested equity awards held by the executive, and |
Long-Term Incentives
| • | the executive’s overall performance, our performance during the year and the dilution to the stockholders. |
Long-Term Incentives
In 2023, we granted Messrs. Murray, Sneider and Baker 100,000, 60,000 and 60,000 of restricted stock that vest on the first three December 10ths following the grant date (May 25, 2023). In 2023 we granted our Board and employees an aggregate of 3,423,531 shares of restricted common stock of the Company of which 1,892,737 could be earned based on achieving milestones in fiscal year 2023.
Employment and Other Agreements
| (a) The Company will pay an amount equal to 12 months Base Salary at the rate in effect immediately prior to the termination date (but not less than $495,000 in the aggregate). Payment shall be made in a lump sum within 60 days following the termination date; provided that such payment shall be made in installments as set forth in Section 6(a) above over the 12-month period following the termination date if the Change of Control is not a “change in control event” as defined under section 409A of the Code and; provided further that in the event Mr. Murray’s employment is terminated as described in this Section 7 on or within six months preceding the Change of Control, payments shall commence and, effective upon the closing of the Change of Control, he shall receive any additional amount less the aggregate amount of installment payments already received. |
Employment and Other Agreements
| (c) The Company will pay a prorated target Annual Bonus for the year in which his termination of employment occurs, which amount will be determined by multiplying (i) the full-year target Annual Bonus for the year in which his termination of employment occurs, by (ii) a fraction, the numerator of which is the number of days during which he was employed by the Company in the fiscal year in which the termination date occurs and the denominator of which is 365. Such prorated target Annual Bonus shall be paid in a lump sum within 60 days following the termination date. |
Employment and Other Agreements
Our Equity Plans provide for the acceleration of the vesting of unvested stock options and restricted stock awards in the event of a change in control.
Accounting for Stock-Based Compensation
Accounting for Stock-Based Compensation As discussed in our Annual Report on Form 10-K for the fiscal year ended December 30, 2023, the accounting for stock-based awards requires the measurement and recognition of compensation expense based on the fair value of all share-based payment awards made to employees and directors, including stock options and employee stock purchases under employee stock purchase plans. We are required to account for share-based compensation transactions using a fair value method and recognize the related expense associated with share- based payments in our statement of operations. Stock-based compensation cost is measured at the accounting measurement date based on the fair value of the award and is recognized as expense over the service period, which generally represents the vesting period. The expense recognized over the service period is required to include an estimate of the awards that will be forfeited. Since 2004 we have only issued restricted stock awards and the fair value of the award is typically based on the closing price of our stock on Nasdaq on the day of grant. All employees are eligible to participate in our equity award program but the number of employees who actually participate annually has been reduced and does not typically include employees who are paid on an hourly basis.
Summary Compensation Table
Summary Compensation Table The following table summarizes the total compensation for the fiscal years ended December 30, 2023 and December 31, 2022 of those persons who served as our principal executive officer, our principal financial officer and our next most highly compensated executive officer for the fiscal year ended December 30, 2023 and our other executive officers for fiscal year ended December 31, 2022. We refer to these individuals in this proxy as our named executive officers.
Summary Compensation Table
| Name and Principle Position | Year | Salary ($) | Bonus ($)(1) | Restricted Stock Awards ($)(2) | Option Awards ($) | Non-equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total $ | | Michael Murray President and Chief Executive Officer commencing September 2022 | 2023 | $450,000 | $150,000 | $340,545 | — | $— | — | $10,357 | $950,902 | | | 2022 | $128,076 | $100,000 | $1,032,000 | — | $— | — | $3,860 | $1,263,936 | | Richard A. Sneider Treasurer and Chief Financial Officer | 2023 | $349,048 | $— | $97,506 | — | $— | — | $10,211 | $456,766 | | | 2022 | $349,048 | $— | $— | — | $— | — | $10,043 | $359,091 | | Boryeu Tsaur Executive Vice President—Display Operations | 2022 | $389,563 | $— | $— | — | $— | — | $9,212 | $398,775 |
Summary Compensation Table
| Name and Principle Position | Year | Salary ($) | Bonus ($)(1) | Restricted Stock Awards ($)(2) | Option Awards ($) | Non-equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total $ | | Paul Baker Chief Operating Officer of Kopin Government and Industrial and Strategic Business Officer | 2023 | $324,450 | $— | $96,260 | — | $— | — | $10,145 | $430,855 | | | 2022 | $315,000 | $— | $ — | — | $— | — | $9,951 | $324,951 | | John C.C. Fan(6) Former President and Chief Executive Officer, Chairman of the Board | 2022 | $600,000 | $— | $— | — | $— | — | $9,776 | $609,776 |
Summary Compensation Table
| (1) The amount represents a discretionary cash bonus awarded by the Company. |
Summary Compensation Table
| (2) The amounts in the column reflect the number of shares of restricted common stock granted in each year multiplied by the closing share price of the Company’s stock as listed on Nasdaq on the date of grant. See notes 1 and 6 of the consolidated financial statements included in our Form 10-K for the fiscal year ended December 30, 2023, regarding assumptions underlying valuation of equity awards. |
Summary Compensation Table
| (3) The amounts reflect cash bonus payments earned with respect to annual incentive plans. |
Summary Compensation Table
| (4) The Company does not maintain any pension or non-qualified deferred compensation plan. |
Summary Compensation Table
| (5) Amounts represent the Company’s matching contributions under the Company’s 401(k) Plan of $8,700 per year and premiums paid for life insurance. |
Summary Compensation Table
| (6) Dr. Fan was not compensated for his services as a director. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table discloses information concerning stock options and unvested stock awards held by our named executive officers as of December 30, 2023 pursuant to our Equity Plans.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Yet Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Michael Murray . | — | — | — | — | — | 850,931 | $1,727,390 | — | — | | Richard A. Sneider | — | — | — | — | — | 191,382 | $388,505 | — | — | | Paul Baker | — | — | — | — | — | 158,800 | $322,364 | — | — |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (1) Market value information is determined by multiplying the number of shares by the closing price of our common stock on Nasdaq on the last trading day of our 2023, fiscal year ($2.03 as of December 30, 2023). |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| | 2023 Incentive Plan(1) | 2023 Retention Grants(2) | 2023 Retention Grant(3) | 2022 Retention Grant(4) | 2021 Retention Grant(5) | 2020 Incentive Grant(6) | Total(7) | | Michael Murray | 107,500 | 36,764 | 66,667 | 640,000 | — | — | 850,931 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| | 2023 Incentive Plan(1) | 2023 Retention Grants(2) | 2023 Retention Grant(3) | 2022 Retention Grant(4) | 2021 Retention Grant(5) | 2020 Incentive Grant(6) | Total(7) | | Richard Sneider | 83,000 | 18,382 | 40,000 | — | 10,000 | 40,000 | 191,382 | | Paul Baker | 74,800 | — | 40,000 | — | 10,000 | 34,000 | 158,800 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (1) Vesting of shares will vest upon achievement of certain milestones in the Company’s fiscal year 2023. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (2) Shares vest on December 10, 2024. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (3) Shares vest at the rate of 50% on December 10, 2024 and December 10, 2025. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (4) The original grant was 800,000 shares and they vest at the rate of 160,000 shares on each December 10th, commencing December 10, 2023. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (5) Shares vest at the rate of 5,000 shares on December 10, 2024 and December 10, 2025 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (6) Shares vest at the rate of 50% on December 10, 2024 and December 10, 2025 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (7) The employees must remain employed by the Company, except as provided in the Company’s equity plans, and meet certain other conditions for the shares to vest |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between the compensation actually paid to our named executive officers and the financial performance of the Company for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total for Former PEO– John C.C Fan(1) | Compensation Actually Paid for former PEO – John C.C. Fan | Summary Compensation Table Total for PEO– M. Murray(1) | Compensation Actually Paid to PEO– M Murray | Average Summary Compensation Table Total for Non-PEO NEOs(2) | Average Compensation Actually Paid to Non-PEO NEOs(2) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return | Net Loss | | 2023 | $— | — | $950,902 | $1,651,367 | $443,811 | $684,290 | $73.55 | ($19,748,219) | | 2022 | $609,776 | ($254,406) | $1,263,936 | $1,223,936 | $378,934 | ($89,244) | $44.93 | ($19,326,265) |
PAY VERSUS PERFORMANCE
| (1) Dr. Fan was the Company’s PEO through August 2022. Mr. Murray became the Company’s PEO in September 2022. |
PAY VERSUS PERFORMANCE
| (2) Consists of Mr. Sneider and Mr. Baker in 2023 and Messrs. Sneider and Baker and Drs. Tsaur and Choi in 2022. |
PAY VERSUS PERFORMANCE
| (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. |
PAY VERSUS PERFORMANCE
For Dr. Fan:
PAY VERSUS PERFORMANCE
| Year | Reported Summary Compensation Table Total for Former PEO (John C.C. Fan) | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | Compensation Actually Paid to Former PEO (John C.C.Fan) | | 2022 | $609,776 | $ — | ($864,182) | ($254,406) |
PAY VERSUS PERFORMANCE
| (a) Represents the total of the grant date fair value of the equity awards reported in the “Stock Awards” column in the Summary |
PAY VERSUS PERFORMANCE
Compensation Table for the applicable year.
PAY VERSUS PERFORMANCE
| (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year- end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair value did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: |
PAY VERSUS PERFORMANCE
| Year | Granted during Year that Remains Unvested Year End Fair Value of Equity Award | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2022 | $ — | $(94,860) | $ — | $(493,723) | ($275,599) | $ — | $(864,182) |
PAY VERSUS PERFORMANCE
For Mr. Murray:
PAY VERSUS PERFORMANCE
| Year | Reported Summary Compensation Table Total for PEO (Michael Murray) | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | Compensation Actually Paid to PEO (Michael Murray) | | 2023 . | $950,902 | ($340,545) | $1,041,010 | $1,651,367 | | 2022 | $1,263,936 | ($1,032,000) | $992,000 | $1,223,936 |
PAY VERSUS PERFORMANCE
| (a) Represents the total of the grant date fair value of equity award reported in the “Stock Awards” column in the Summary Compensation |
PAY VERSUS PERFORMANCE
Table for the applicable year.
PAY VERSUS PERFORMANCE
| (b) The equity award adjustments include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair value did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: |
PAY VERSUS PERFORMANCE
| Year | Year End Fair Value of Equity Award Granted during Year that Remains Unvested | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2023 | $428,190 | $505,600 | $56,020 | $51,200 | | $ — | $1,041,010 | | 2022 | $992,000 | $— | $— | | | $ — | $992,000 |
PAY VERSUS PERFORMANCE
For the non CEO- NEOs:
PAY VERSUS PERFORMANCE
| Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs(a) | Average Reported Value of Equity Awards | Average Equity Award Adjustments(b) | Average Compensation Actually Paid to Non-PEO NEOs(b) | | 2023 | $443,811 | ($96,883) | $337,362 | $684,290 | | 2022 | $378,934 | $— | ($468,178) | ($89,244) |
PAY VERSUS PERFORMANCE
| (a) Represents the total of the average grant date fair value of the equity awards reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year for all Non- PEO NEOs. |
PAY VERSUS PERFORMANCE
| (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year- end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair value did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: |
PAY VERSUS PERFORMANCE
| Year | Year End Fair Value of Equity Award Granted during Year that Remains Unvested | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Average Value of Dividends or other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Average Equity Award Adjustments | | 2023 | $260,026 | $37,130 | $45,538 | $9,920 | ($15,252) | $ — | $337,362 | | 2022 | $— | $(276,055) | $— | $(94,670) | $(97,453) | $ — | $(468,178) |
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the two most recently completed fiscal years.
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Loss
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Loss The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Loss during the two most recently completed fiscal years.
Director Compensation
Director Compensation Our Board-approved compensation for non-employee directors for fiscal year 2023 was as follows:
Director Compensation
| • | Annual retainer: $45,000 |
Director Compensation
| • | Annual stock grant: 10,000 shares of restricted stock which vest on the anniversary of the grant |
Director Compensation
| • | Meeting fees for Board, Compensation, Audit or Nominating Committee meetings: $1,000 per meeting |
Director Compensation
Committee membership fees paid annually:
Director Compensation
| • | Audit and Nominating Committee Chairperson: $10,000 |
Director Compensation
| • | Compensation Committee Chairperson: $6,250 |
Director Compensation
| • | Audit Committee member: $5,000 |
Director Compensation
| • | Nominating Committee member: $2,500 |
Director Compensation
| • | Compensation Committee member: $6,250 |
Director Compensation
Each non-employee director was also entitled to receive an initial restricted stock award for 10,000 shares of our common stock on the date of his or her initial election to the Board. We also pay expenses for attendance at meetings of the Board and committees thereof. The following table sets forth certain information regarding the compensation earned by or awards to each non-employee director who served on our Board of Directors in the 2023 fiscal year. Mr. Murray, who was an employee of Kopin during 2023, was not compensated for his service as director and his compensation is fully reflected in the Summary Compensation Table above.
Director Compensation Table for 2023
Director Compensation Table for 2023
Director Compensation Table for 2023
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) | All Other Compensation ($)(3) | Total ($) | | Scott L Anchin(4) | $64,000 | $16,200 | — | — | — | — | $80,200 | | Jill J. Avery(5) | $62,500 | $16,200 | — | — | — | — | $78,700 | | James K. Brewington(6) | $80,250 | $16,200 | — | — | — | — | $96,450 | | John C.C. Fan(7) | $49,000 | $16,200 | — | — | — | — | $65,200 | | Chi Chia Hsieh(8) | $61,750 | $16,200 | — | — | — | — | $77,950 | | David Nieuwsma(9) | $7,500 | $83,205 | — | — | — | — | $90,705 |
Director Compensation Table for 2023
| (1) Each Board member received his or her annual restricted stock grant of 10,000 shares which vests on the anniversary of the grant if the person is still a member of our Board of Directors on such anniversary with the exception of Mr. Nieuwsma. The amounts in the column were determined by multiplying the number of shares of restricted common stock granted by the closing price of our common stock as listed on the Nasdaq on the day of grant. The 2023 grant occurred on May 25, 2023, and the closing price of our stock was $1.62. Mr. Nieuwsma joined the Board of Directors in November 2, 2023 and he was granted 64,500 shares of restricted stock that will vest at the 2024 Annual meeting. Our stock price on November 2, 2023 was $1.29. |
Director Compensation Table for 2023
| (2) There were no stock options issued in 2023. |
Director Compensation Table for 2023
| (3) No non-equity incentive compensation, pension, non-qualified deferred compensation or other compensation payments were made as compensation for director services in fiscal year 2023 or are contemplated under our current compensation plan. Dr. Fan did receive in 2023 severance payments of $750,000 and medical benefits of $40,000 that were agreed to under his previous employment agreement when he was CEO and President. |
Director Compensation Table for 2023
| (4) Mr. Anchin’s annual cash fees were comprised of the annual retainer of $45,000, $10,000 for serving as the Audit Committee Chairperson, $5,000 for attending meetings of the Board and $4,000 for attending meetings of the Audit Committee. |
Director Compensation Table for 2023
| (5) Dr. Avery’s annual cash fees were comprised of the annual retainer of $45,000, $5,000 for serving as an Audit Committee member, $2,500 for serving on the Nominating and Corporate Governance committee, $4,000 for attending meetings of the Board, $5,000 for attending meetings of the Audit Committee and $1,000 for attending Nominating and Corporate Governance Committee meeting. |
Director Compensation Table for 2023
| (6) Mr. Brewington’s annual cash fees were comprised of the annual retainer of $45,000, $4,000 for attending meetings of the Board of Directors, $10,000 for being Chairperson of the Nominating and Corporate Governance Committee, $1,000 for attending the Nominating and Corporate Governance Committee meetings, $6,250 for being a member of the Compensation Committee, $4,000 for attending Compensation Committee meetings, $5,000 for serving as an Audit Committee member and $5,000 for attending meetings of the Audit Committee. |
Director Compensation Table for 2023
| (7) Dr. Fan’s annual cash fees were comprised of the annual retainer of $45,000 and $4,000 for attending meetings of the Board. |
Director Compensation Table for 2023
| (8) Dr. Hsieh’s annual cash fees were comprised of the annual retainer of $45,000, $3,000 for attending meetings of the Board, $6,250 for serving as the Compensation Committee Chairperson, $4,000 for attending meetings of the Compensation Committee and $2,500 for being a member of the Nominating and Corporate Governance Committee and $1,000 for attending the Nominating and Corporate Governance Committee meeting. |
Director Compensation Table for 2023
| (9) Mr. Nieuwsma’s annual cash fees were comprised of a prorated amount of the annual retainer of $7,500. |
Director Compensation Commencing in Fiscal Year 2024
Director Compensation Commencing in Fiscal Year 2024 In 2023 the Compensation Committee engaged Radford to perform a peer review of our Board of Director compensation. Commencing in 2024 our Board-approved compensation for non-employee directors is as follows:
Director Compensation Commencing in Fiscal Year 2024
| • | Annual retainer: $40,000 |
Director Compensation Commencing in Fiscal Year 2024
| • | Annual stock grant: 64,500 shares of restricted stock which vest on the anniversary of the grant |
Director Compensation Commencing in Fiscal Year 2024
Committee membership fees paid annually:
Director Compensation Commencing in Fiscal Year 2024
| • | Non-employee Chairperson of the Board: $30,000 |
Director Compensation Commencing in Fiscal Year 2024
| • | Audit Committee Chairperson: $15,000 |
Director Compensation Commencing in Fiscal Year 2024
| • | Nominating Committee Chairperson: $10,000 |
Director Compensation Commencing in Fiscal Year 2024
| • | Compensation Committee Chairperson: $10,000 |
Director Compensation Commencing in Fiscal Year 2024
| • | Audit Committee member: $8,000 |
Director Compensation Commencing in Fiscal Year 2024
| • | Nominating Committee member: $4,375 |
Director Compensation Commencing in Fiscal Year 2024
| • | Compensation Committee member: $5,000 |
Director Compensation Commencing in Fiscal Year 2024
Each non-employee director was also entitled to receive an initial restricted stock award for 64,500 shares of our common stock on the date of his or her initial election to the Board. We also pay expenses for attendance at meetings of the Board and committees thereof.